GLENBROOK LIFE & ANNUITY CO SEPARATE ACCOUNT A
485APOS, 2000-07-24
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     As filed with the Securities and Exchange Commission on July 24, 2000.

-------------------------------------------------------------------------------

                                                             File Nos. 333-50879
                                                                       811-07351

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       POST-EFFECTIVE AMENDMENT NO. 6 /X/

                                     AND/OR

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                              AMENDMENT NO. 17 /X/

              GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
                           (Exact Name of Registrant)

                       GLENBROOK LIFE AND ANNUITY COMPANY
                               (Name of Depositor)

                               MICHAEL J. VELOTTA
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                3100 SANDERS ROAD
                           NORTHBROOK, ILLINOIS 60062
                                  847/402-2400
                (Name and Complete Address of Agent for Service)

                                   COPIES TO:

ANTHONY POOLE, ESQUIRE                   TERRY R. YOUNG, ESQUIRE
GLENBROOK LIFE AND ANNUITY COMPANY       ALFS, INC.
3100 SANDERS ROAD, SUITE J5B             3100 SANDERS ROAD, SUITE J5B
NORTHBROOK, ILLINOIS 60062               NORTHBROOK, ILLINOIS 60062


            APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: CONTINUOUS
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)

     __ immediately  upon  filing  pursuant to  paragraph  (b)of Rule 485
     __ on (date)  pursuant  to  paragraph  (b) of  Rule  485
     X  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     __ on (date) pursuant to paragraph (a)(1) of Rule 485

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

__  This  post-effective  amendment  designates  a  new  effective  date  for  a
previously filed post-effective amendment.

TITLE OF SECURITIES  BEING  REGISTERED:  Units of Interest in the Glenbrook Life
and  Annuity  Company  Separate  Account  A  under  Deferred   Variable  Annuity
Contracts.



<PAGE>




                                Explanatory Note

Registrant is filing this post-effective amendment ("Amendment") for the purpose
of adding the optional  Enhanced Death and Income Benefit  Combination  Rider II
("Rider  II") to the AIM LifeTime  Plus(TM) II Variable  Annuity  contract  (the
"Contract")  described in the currently  effective  prospectus  and SAI for that
Contract, each dated May 1, 2000, included in the Registration Statement.  Rider
II will replace the current Enhanced Death and Income Benefit  Combination Rider
for  Contracts  issued on and after the  effective  date of the  Amendment.  The
Amendment  is not  intended  to amend  or  delete  any part of the  Registration
Statement, except as specifically noted herein.



<PAGE>



                       GLENBROOK LIFE AND ANNUITY COMPANY
              GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
                     SUPPLEMENT, DATED _______ 2000, TO THE
              AIM LIFETIME PLUS(TM) II VARIABLE ANNUITY PROSPECTUS
                                DATED MAY 1, 2000

This  supplement  describes  the  optional  Enhanced  Death and  Income  Benefit
Combination  Rider II ("new Rider") now available with the AIM LifeTime Plus(TM)
II Variable Annuity contract  ("Contract") offered by Glenbrook Life and Annuity
Company.  The Enhanced Death and Income Benefit  Combination Rider ("old Rider")
described in your prospectus is not available with Contracts  issued on or after
the date of this  supplement.  Please keep this supplement for future  reference
together with your  prospectus.  All capitalized  terms have the same meaning as
those included in the prospectus.

There are a few differences  between the new Rider,  and the old Rider described
in the May 1, 2000 prospectus for the Contract. Under the new Rider:

         1) The mortality and expense risk charge is 0.10% higher;

         2) When  the  enhanced  income  benefit  is used  to  determine  income
         payments,  the  enhanced  income  benefit  (less  applicable  taxes) is
         applied only to the guaranteed rates for the Income Plan you elect;

         3) If you  choose to  receive  income  payments  based on the  enhanced
         income benefit there are two additional  conditions:  a) the Payout
         Start Date must occur during the 30 day period  following  the Contract
         Anniversary;  and b) you must  apply the  enhanced  income  benefit to
         Fixed Amount Income Payments.

Accordingly, your prospectus is amended as follows:

Throughout the prospectus, replace all references to

o    the "Enhanced  Death and Income Benefit  Combination  Rider" with "Enhanced
     Death and Income Benefit Combination Rider II;"

o    total  Variable  Account  annual fees of "1.50%" (old Rider),  with "1.60%"
     (new Rider); and

o    a mortality  and expense risk charge of "1.40%"  (old Rider),  with "1.50%"
     (new Rider).

Page 7: Replace the "Variable Account Annual Expenses" table with the following:


Without the Enhanced Death Benefit Option or
Enhanced Death and Income Benefit Combination Rider II

Mortality and Expense Risk Charge................................1.00%
Administrative Expense Charge....................................0.10%
Total Variable Account Annual Expenses...........................1.10%

With the Enhanced Death Benefit Option

Mortality and Expense Risk Charge................................1.20%
Administrative Expense Charge....................................0.10%
Total Variable Account Annual Expenses...........................1.30%

With the Enhanced Death and Income Benefit Combination Rider II

Mortality and Expense Risk Charge................................1.50%
Administrative Expense Charge....................................0.10%
Total Variable Account Annual Expenses...........................1.60%

Pages 8&9:  Replace Example 1 with the following:

<TABLE>
<CAPTION>
Variable Sub-Account                                 1 Year        3 Years       5 Years       10 Years
--------------------                                 ------        -------       -------       --------

<S>                                                  <C>           <C>           <C>           <C>
AIM V.I. Aggressive Growth                             $102          $179          $248          $434
AIM V.I. Balanced                                      $ 91          $147          $196          $332
AIM V.I. Blue Chip                                     $ 91          $147          $195          $331
AIM V.I. Capital Appreciation                          $ 86          $130          $167          $274
AIM V.I. Capital Development                           $111          $207          $293          $516
AIM V.I. Dent Demographic Trends                       $ 92          $150          $200          $341
AIM V.I. Diversified Income                            $ 86          $133          $172          $284
AIM V.I. Global Growth and Income                      $ 92          $149          $198          $338
AIM V.I. Global Utilities                              $ 89          $142          $187          $315
AIM V.I. Government Securities                         $ 87          $135          $176          $292
AIM V.I. Growth                                        $ 86          $130          $167          $274
AIM V.I. Growth and Income                             $ 86          $131          $169          $278
AIM V.I. High Yield                                    $ 92          $150          $201          $323
AIM V.I. International Equity                          $ 88          $137          $179          $299
AIM V.I. Money Market                                  $ 84          $127          $161          $261
AIM V.I. Telecommunications and Technology             $ 91          $146          $194          $328
AIM V.I. Value                                         $ 86          $131          $169          $277


Page 9:  Replace Example 2 with the following:

Variable Sub-Account                                  1 Year        3 Years       5 Years       10 Years
--------------------                                  ------        -------       -------       --------

AIM V.I. Aggressive Growth                             $42           $126          $212          $434
AIM V.I. Balanced                                      $30           $ 93          $158          $332
AIM V.I. Blue Chip                                     $30           $ 93          $158          $331
AIM V.I. Capital Appreciation                          $24           $ 75          $129          $274
AIM V.I. Capital Development                           $52           $156          $259          $516
AIM V.I. Dent Demographic Trends                       $31           $ 96          $163          $341
AIM V.I. Diversified Income                            $26           $ 78          $134          $284
AIM V.I. Global Growth and Income                      $31           $ 95          $161          $338
AIM V.I. Global Utilities                              $29           $ 88          $150          $315
AIM V.I. Government Securities                         $26           $ 81          $137          $292
AIM V.I. Growth                                        $24           $ 75          $129          $274
AIM V.I. Growth and Income                             $25           $ 77          $131          $278
AIM V.I. High Yield                                    $32           $ 96          $164          $343
AIM V.I. International Equity                          $27           $ 83          $141          $299
AIM V.I. Money Market                                  $23           $ 71          $122          $261
AIM V.I. Telecommunications and Technology             $30           $ 92          $156          $328
AIM V.I. Value                                         $25           $ 76          $130          $277
</TABLE>


Page 33: Add the following to the third  paragraph  under the Enhanced Death and
Income Benefit Combination Rider II:

In some states, the calculation of the enhanced income benefit will not include
the value of the Enhanced Death Benefit B.  Please consult with your sales
representative for information.

Page 33: Add the following  after the third  paragraph  under the Enhanced Death
and Income Benefit Combination Rider II:

         This minimum amount is used solely for the purpose of  calculating  the
         guaranteed  income  benefit  under  this  Rider   ("guaranteed   income
         benefit")   and  does  not  provide  a  Contract   Value  or  guarantee
         performance of any investment option.

         The  guaranteed  income  benefit  amount is  determined by applying the
         enhanced  income  benefit  amount  less  any  applicable  taxes  to the
         guaranteed  rates for the Income  Plan you elect.  The Income  Plan you
         elect must satisfy the conditions described below.

Page 33: Replace the second bullet to the fourth  paragraph  under the "Enhanced
Death and Income Benefit Combination Rider II" with the following:

o    occurs during the 30 day period following a Contract Anniversary.

Page 34: Replace the first sentence in the fifth paragraph under "Enhanced Death
and Income Benefit Combination Rider II" with the following:

The enhanced income benefit will only apply if you elect to receive fixed amount
income payments.  If, however, you apply the Contract Value and not the enhanced
income benefit to the Income Plan,  then you may select any Income Plan we offer
at that time.  If you expect to apply your  Contract  Value to  variable  income
payment options or to current annuity payment rates then in effect, electing the
enhanced income benefit may not be appropriate.


<PAGE>



PART B


          SUPPLEMENT DATED _____ 2000 TO THE AIM LIFETIME PLUSTM II
     VARIABLE ANNUITY STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 2000
            OF GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
                      OF GLENBROOK LIFE AND ANNUITY COMPANY


The following is added to the section entitled "Standardized Total Returns":

Contracts with the Enhanced Death and Income Benefit  Combination  Rider II were
first offered to the public as of the  effective  date of this  supplement.  The
Variable  Sub-Accounts  were  available  for  investment  prior  to  that  date.
Accordingly,  performance  figures for the Variable  Sub-Accounts  prior to that
date reflect the historical performance of the Variable  Sub-Accounts,  adjusted
to reflect the current level of charges that apply to the Variable  Sub-Accounts
under the Contracts with the Enhanced Death and Income Benefit Combination Rider
II, as well as the withdrawal and contract maintenance charges.

(With the Enhanced  Death And Income Benefit Combination Rider II)

<TABLE>
<CAPTION>

                                                                            10 Years or Since
Variable Sub-Account                           One Year       Five Years    Sub-Account Inception

<S>                                             <C>            <C>             <C>
AIM V.I. Aggressive Growth                      33.85%            N/A           17.24%
AIM V.I. Balanced                               10.37%            N/A           12.44%
AIM V.I. Blue Chip                              N/A               N/A           N/A
AIM V.I. Capital Appreciation                   33.80%            N/A           18.13%
AIM V.I. Capital Development                    19.44%            N/A            5.16%
AIM V.I. Dent Demographic Trends                N/A               N/A           N/A
AIM V.I. Diversified Income                     -3.53%            N/A            0.80%
AIM V.I. Global Growth and Income               N/A               N/A           N/A
AIM V.I. Global Utilities                       23.57%            N/A           17.02%
AIM V.I. Government Securities                  -2.94%            N/A            1.49%
AIM V.I. Growth                                 25.12%            N/A           21.90%
AIM V.I. Growth and Income                      24.20%            N/A           22.20%
AIM V.I. High Yield                              2.25%            N/A           -6.58%
AIM V.I. International Equity                   43.46%            N/A           19.50%
AIM V.I. Money Market                            2.99%            N/A            2.12%
AIM V.I. Telecommunications and Technology      N/A               N/A           N/A
AIM V.I. Value                                  20.18%            N/A           19.19%


The  following table is added to the section  entitled  "Non-Standardized  Total
     Returns":

Contracts with the Enhanced Death and Income Benefit  Combination  Rider II were
first offered to the public as of the  effective  date of this  supplement.  The
Variable  Sub-Accounts  were  available  for  investment  prior  to  that  date.
Accordingly,  performance  figures for the Variable  Sub-Accounts  prior to that
date reflect the historical performance of the Variable  Sub-Accounts,  adjusted
to  reflect  the  current   asset-based  charges  that  apply  to  the  Variable
Sub-Accounts  under the  Contracts  with the Enhanced  Death and Income  Benefit
Combination Rider II, but not the withdrawal and contract maintenance charges.


(With the Enhanced  Death And Income Benefit Combination Rider II)

                                                                            10 Years or Since
Variable Sub-Account                           One Year       Five Years    Sub-Account Inception

AIM V.I. Aggressive Growth                      42.38%            N/A           21.70%
AIM V.I. Balanced                               17.41%            N/A           16.72%
AIM V.I. Blue Chip                              N/A               N/A           N/A
AIM V.I. Capital Appreciation                   42.32%            N/A           19.45%
AIM V.I. Capital Development                    27.05%            N/A            9.18%
AIM V.I. Dent Demographic Trends                N/A               N/A           N/A
AIM V.I. Diversified Income                     -3.48%            N/A            1.95%
AIM V.I. Global Growth and Income               N/A               N/A           N/A
AIM V.I. Global Utilities                       31.44%            N/A           18.33%
AIM V.I. Government Securities                  -2.88%            N/A            2.65%
AIM V.I. Growth                                 33.09%            N/A           23.26%
AIM V.I. Growth and Income                      32.12%            N/A           23.56%
AIM V.I. High Yield                              8.77%            N/A           -3.01%
AIM V.I. International Equity                   52.59%            N/A           20.84%
AIM V.I. Money Market                            3.05%            N/A            3.28%
AIM V.I. Telecommunications and Technology      N/A               N/A           N/A
AIM V.I. Value                                  27.84%            N/A           20.52%



The  following table is added to the section entitled "Adjusted Historical Total
     Returns":

(With the Enhanced  Death And Income Benefit Combination Option II)


                                                                            10 Years or Since
Variable Sub-Account                           One Year       Five Years    Sub-Account Inception

AIM V.I. Aggressive Growth                      33.85%            N/A           17.24%
AIM V.I. Balanced                               10.37%            N/A           12.44%
AIM V.I. Blue Chip                              N/A               N/A           N/A
AIM V.I. Capital Appreciation                   33.80%            21.79%        19.37%
AIM V.I. Capital Development                    19.44%            N/A            5.16%
AIM V.I. Dent Demographic Trends                N/A               N/A           N/A
AIM V.I. Diversified Income                     -3.53%             3.78%         1.95%
AIM V.I. Global Growth and Income               -7.63%            10.49%         9.40%
AIM V.I. Global Utilities                       23.57%            18.31%        15.33%
AIM V.I. Government Securities                  -2.94%             3.71%         2.55%
AIM V.I. Growth                                 25.12%            24.71%        19.21%
AIM V.I. Growth and Income                      24.20%            24.68%        21.43%
AIM V.I. High Yield                              2.25%            N/A           -6.58%
AIM V.I. International Equity                   43.46%            18.74%        16.30%
AIM V.I. Money Market                            2.99%             2.50%         2.48%
AIM V.I. Telecommunications and Technology      91.13%            30.37%        26.90%
AIM V.I. Value                                  20.18%            22.89%        19.72%

</TABLE>


<PAGE>




                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant has caused this Registration  Statement,  as amended, to be
signed on its behalf by the undersigned,  thereunto duly authorized,  all in the
Township of Northfield, State of Illinois, on the 24th day of July, 2000.

              GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
                                  (REGISTRANT)

                     BY: GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


                                      By: /s/MICHAEL J. VELOTTA
                                        -----------------------
                                        Michael J. Velotta
                                        Vice President, Secretary and
                                        General Counsel

As required by the  Securities  Act of 1933,  this  Registration  Statement,  as
amended,  has been duly signed below by the following  Directors and Officers of
Glenbrook Life and Annuity Company on the 24th day of July, 2000.



*/THOMAS J. WILSON, II               President and Chief Operating Officer
----------------------
Thomas J. Wilson, II

/s/MICHAEL J. VELOTTA                Vice President, Secretary, General Counsel
----------------------                        and Director
Michael J. Velotta

*/KEVIN R. SLAWIN                    Vice President
------------------                   (Principal Financial Officer)
Kevin R. Slawin

*/MARGARET G. DYER                   Director
-------------------
Margaret G. Dyer

*/MARLA G. FRIEDMAN                  Vice President and Director
-------------------
Marla G. Friedman

*/JOHN C. LOUNDS                     Director
------------------
John C. Lounds

*/STEVEN C. VERNEY                   Director
-------------------
Steven C. Verney

*/J. KEVIN MCCARTHY                  Director
--------------------
J. Kevin McCarthy

*/CASEY J. SYLLA                     Chief Investment Officer and
-----------------                    Director
Casey J. Sylla


*/SAMUEL H. PILCH                   Controller
----------------------               (Principal Accounting Officer)
Samuel H. Pilch



*/  By Michael J. Velotta, pursuant to Power of Attorney, previously filed.





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